SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 15, 2001 USA EDUCATION, INC. ------------------- (Exact name of registrant as specified in its charter) DELAWARE File No. 001-13251 52-2013874 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 11600 Sallie Mae Drive, Reston, Virginia 20153 ----------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (703) 810-3000 --------------- Not Applicable ------------------------------------ (former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 15, 2001, USA Education, Inc. consummated the issuance of $380,000,000 of Senior Notes due June 16, 2004. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired: Not applicable. (b) Pro Form Financial Information: Not applicable. (c) Exhibits: 1.1 Underwriting Agreement, dated June 8, 2001, between USA Education, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation 1.2 Pricing Agreement, dated June 8, 2001, between USA Education, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation 4.1 Third Supplemental Indenture, dated June 15, 2001, between USA Education, Inc. and The Chase Manhattan Bank, as trustee 4.2 Form of Global Certificates for $380,000,000 of Senior Notes Due June 16, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. USA Education, INC. By: /s/ John F. Remondi ------------------------------ Name: John F. Remondi Title: Executive Vice President and Chief Financial Officer Dated: June 15, 2001 USA Education, INC. Form 8-K CURRENT REPORT EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1 Underwriting Agreement, dated June 8, 2001, between USA Education, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation 1.2 Pricing Agreement, dated June 8, 2001, between USA Education, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston Corporation 4.1 Third Supplemental Indenture, dated as of June 15, 2001, between USA Education, Inc. and The Chase Manhattan Bank, as trustee 4.2 Form of Global Certificates for $380,000,000 of Senior Notes Due June 16, 2004